Maintenance Service Agreement

MAINTENANCE SERVICE AGREEMENT

This Maintenance Service Agreement (the "Agreement") is entered into as of , by and between Client Name: , with principal place of business at , and Service Provider Name: , with principal place of business at .

RECITALS

WHEREAS, Client owns or controls the property and equipment located at Service Location: (the "Premises"); and

WHEREAS, Provider is engaged in the business of performing maintenance, repair and related services for mechanical, electrical and building systems and has represented that it has the skill, personnel and equipment to perform the services described herein; and

WHEREAS, Client desires to retain Provider and Provider desires to accept such retention to provide maintenance services under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. SCOPE OF SERVICES

Provider shall perform maintenance and repair services as described in the Service Description section below (the "Services"). Provider shall provide routine preventive maintenance, corrective repairs, emergency response and other services expressly agreed in writing. Major alterations, capital improvements and services outside the written Service Description shall not be included unless separately authorized in writing by Client.

2. TERM; RENEWAL; TERMINATION

The initial term of this Agreement shall commence on the effective date above and continue for a period of months, unless earlier terminated as provided herein. This Agreement shall automatically renew for additional twelve (12) month periods unless either party delivers written notice of non-renewal at least days prior to the end of the then-current term.

Either party may terminate this Agreement for cause if the other party materially breaches any obligation and fails to cure such breach within days after receiving written notice specifying the breach. Client may terminate for convenience upon days' prior written notice, subject to payment for Services performed and reasonable termination costs.

3. COMPENSATION AND PAYMENT

Client shall pay Provider the fees set forth below for Services rendered. Fees shall be payable in accordance with the Billing and Payment terms. Except as otherwise provided, all amounts are due within days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. INVOICES; EXPENSES

Provider shall submit itemized invoices describing Services performed, hours, parts and other charges. Client shall reimburse Provider for reasonable and pre-approved out-of-pocket expenses incurred in performing Services. All reimbursable expenses shall be supported by receipts upon Client's request.

5. PERFORMANCE STANDARDS; ACCESS

Provider shall perform Services in a professional and workmanlike manner consistent with industry standards for similar facilities. Provider shall maintain sufficient qualified personnel, tools and equipment to meet scheduled service obligations and shall respond to emergency service requests within hours unless otherwise agreed.

Client shall provide Provider with reasonable access to the Premises, utilities and any information necessary for Provider to perform the Services. Provider shall comply with Client's access, security and site-specific safety rules when on the Premises.

6. PARTS, MATERIALS AND SUBCONTRACTING

Unless otherwise agreed in writing, Provider may furnish parts and materials necessary for repairs. Provider shall obtain Client's authorization for any single parts or repair item estimated to exceed . Provider may subcontract portions of the Services provided that Provider remains responsible for the performance of such subcontractors.

7. WARRANTY; DISCLAIMER

Provider warrants that Services shall be performed with reasonable skill and care. Provider's sole obligation for defective or incomplete Services shall be, at Provider's option, to re-perform such Services or refund the portion of the fee attributable to the defective Services if Client provides written notice within days after discovery. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. LIMITATION OF LIABILITY; INDEMNIFICATION

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.

Provider shall defend, indemnify and hold Client harmless from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) to the extent caused by Provider's negligence or willful misconduct in performing Services. Client shall indemnify Provider for claims arising from Client's negligence or misuse of equipment.

9. INSURANCE

During the term of this Agreement Provider shall maintain commercial general liability insurance, automobile liability insurance and workers' compensation insurance as required by applicable law and with minimum limits of per occurrence for bodily injury and property damage. Upon request, Provider shall furnish certificates evidencing such insurance.

10. CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party non-public business, technical or financial information obtained from the other party in connection with this Agreement, except as required by law, and shall use such confidential information only to perform its obligations under this Agreement. Confidentiality obligations shall survive termination of this Agreement for three (3) years.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by certified mail, return receipt requested, or by overnight courier to the addresses below:

12. AMENDMENTS; WAIVER

This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right, and no single or partial exercise of any right shall preclude other or further exercise of that right.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall have the same force and effect as original signatures.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law rules. This Agreement, including all schedules and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. FORCE MAJEURE

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, strikes, acts of governmental authorities, epidemics or other events of force majeure. The affected party shall promptly notify the other and shall use commercially reasonable efforts to resume performance.

16. RECORDS; AUDIT

Provider shall maintain complete and accurate records relating to the performance of Services and charges billed to Client. Client may audit such records upon reasonable advance notice and during normal business hours, not more than once annually, to verify compliance with the terms of this Agreement.

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